No Further Ownership Rights in Company Common Stock; Closing of Transfer Books. All shares of Parent Common Stock issued upon the surrender for exchange of Shares in accordance with the terms of this Article III and any cash paid pursuant to Section 3.1(d) or Section 3.2(c) shall be deemed to have been issued (or paid) in full satisfaction of all rights pertaining to the Shares. After the Effective Time, the stock transfer books of the Company shall be closed, and there shall be no further registration of transfers on the stock transfer books of the Surviving Corporation of the Shares which were outstanding immediately prior to the Effective Time. If, after the Effective Time, Shares are presented to the Surviving Corporation or the Exchange Agent for any reason, they shall be cancelled and exchanged as provided in this Article III.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Fitlife Brands, Inc.), Agreement and Plan of Merger (iSatori, Inc.), Agreement and Plan of Merger (NRG Energy, Inc.)
No Further Ownership Rights in Company Common Stock; Closing of Transfer Books. All shares of Parent Common Stock issued upon the surrender for exchange of Shares in accordance with the terms of this Article III II and any cash paid pursuant to Section 3.1(d2.1(d) or Section 3.2(c2.2(c) shall be deemed to have been issued (or paid) in full satisfaction of all rights pertaining to the Shares previously represented by such Shares. After the Effective Time, the stock transfer books of the Company shall be closed, and there shall be no further registration of transfers on the stock transfer books of the Surviving Corporation of the Shares which were outstanding immediately prior to the Effective Time. If, after the Effective Time, Shares are presented to the Surviving Corporation or the Exchange Agent for any reason, they shall be cancelled and exchanged as provided in this Article IIIII.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Mirant Corp), Agreement and Plan of Merger (Rri Energy Inc), Agreement and Plan of Merger (Pulte Homes Inc/Mi/)
No Further Ownership Rights in Company Common Stock; Closing of Transfer Books. All shares of Parent Common Stock Units issued upon the surrender for exchange of Shares in accordance with the terms of this Article III II and any cash paid pursuant to Section 3.1(d2.1(d) or Section 3.2(c2.3(c) shall be deemed to have been issued (or paid) in full satisfaction of all rights pertaining to the Shares previously represented by such Shares. After the Effective Time, the stock transfer books of the Company shall be closed, and there shall be no further registration of transfers on the stock transfer books of the Surviving Corporation of the Shares which that were outstanding immediately prior to the Effective Time. If, after the Effective Time, Shares are presented to the Surviving Corporation or the Exchange Agent for any reason, they shall be cancelled and exchanged as provided in this Article IIIII.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Energy Transfer Equity, L.P.), Agreement and Plan of Merger (Southern Union Co), Agreement and Plan of Merger (Southern Union Co)
No Further Ownership Rights in Company Common Stock; Closing of Transfer Books. All shares of Parent Common Stock Merger Consideration issued upon the surrender for exchange of Certificates representing Shares in accordance with the terms of this Article III II and any cash paid pursuant to Section 3.1(d2.1(d) or Section 3.2(c2.3(c) shall be deemed to have been issued (or paid) in full satisfaction of all rights pertaining to the SharesShares previously represented by such Certificates. After the Effective Time, the stock transfer books of the Company shall be closed, and there shall be no further registration of transfers on the stock transfer books of the Surviving Corporation of the Shares which that were outstanding immediately prior to the Effective Time. If, after the Effective Time, Shares Certificates are presented to the Surviving Corporation or the Exchange Agent for any reason, they shall be cancelled and exchanged as provided in this Article IIIII.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Energy Transfer Partners, L.P.), Agreement and Plan of Merger (Energy Transfer Partners, L.P.), Agreement and Plan of Merger (Sunoco Inc)
No Further Ownership Rights in Company Common Stock; Closing of Transfer Books. All shares of Parent Common Stock issued upon the surrender for exchange of Shares in accordance with the terms of this Article III II and any cash paid pursuant to Section 3.1(d2.1(d) or Section 3.2(c2.2(c) shall be deemed to have been issued (or paid) in full satisfaction of all rights pertaining to the Shares. After the Effective Time, the stock transfer books of the Company shall be closedclosed with respect to the Shares that were outstanding immediately prior to the Effective Time, and there shall be no further registration of transfers on the stock transfer books of the Surviving Corporation of the Shares which that were outstanding immediately prior to the Effective Time. If, after the Effective Time, Shares are presented to the Surviving Corporation or the Exchange Agent for any reason, they shall be cancelled and exchanged as provided in this Article IIIII.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Allegheny Energy, Inc), Agreement and Plan of Merger (Firstenergy Corp), Agreement and Plan of Merger
No Further Ownership Rights in Company Common Stock; Closing of Transfer Books. All shares of Parent Common Stock Series B Units issued upon the surrender for exchange of Shares in accordance with the terms of this Article III II and any cash paid pursuant to Section 3.1(d2.1(d) or Section 3.2(c2.2(c) shall be deemed to have been issued (or paid) in full satisfaction of all rights pertaining to the Shares previously represented by such Shares. After the Effective Time, the stock transfer books of the Company shall be closed, and there shall be no further registration of transfers on the stock transfer books of the Surviving Corporation of the Shares which that were outstanding immediately prior to the Effective Time. If, after the Effective Time, Shares are presented to the Surviving Corporation or the Exchange Agent for any reason, they shall be cancelled and exchanged as provided in this Article IIIII.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Energy Transfer Equity, L.P.), Agreement and Plan of Merger (Southern Union Co)
No Further Ownership Rights in Company Common Stock; Closing of Transfer Books. All shares of Parent Common Stock Merger Consideration issued upon the surrender for exchange of Certificates representing Shares in accordance with the terms of this Article III II and any cash paid pursuant to Section 3.1(d2.1(e) or Section 3.2(c2.2(c) shall be deemed to have been issued (or paid) in full satisfaction of all rights pertaining to the SharesShares previously represented by such Certificates. After the Effective Time, the stock transfer books of the Company shall be closed, and there shall be no further registration of transfers on the stock transfer books of the Surviving Corporation of the Shares which that were outstanding immediately prior to the Effective Time. If, after the Effective Time, Shares Certificates are presented to the Surviving Corporation or the Exchange Agent for any reason, they shall be cancelled and exchanged as provided in this Article IIIII.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Energy Transfer LP), Agreement and Plan of Merger (SemGroup Corp)
No Further Ownership Rights in Company Common Stock; Closing of Transfer Books. All shares of Parent Common Stock issued upon the surrender for exchange of Shares The Merger Consideration, when paid in accordance with the terms of this Article III and any cash paid pursuant to Section 3.1(d) or Section 3.2(c) II upon the surrender of the Certificates (or, automatically, in the case of the Book-Entry Shares), shall be deemed to have been issued (or paid) paid in full satisfaction of all rights pertaining to the Sharessuch shares of Company Common Stock previously pertaining to such Certificates. After the Effective Time, the stock transfer books of the Company shall be closed, and Time there shall be no further registration of transfers on the stock transfer books of the Surviving Corporation of the Shares which shares of Company Common Stock that were outstanding immediately prior to the Effective Time. If, after the Effective Time, Shares any Certificates formerly representing shares of Company Common Stock are presented to the Surviving Corporation or the Exchange Agent for any reason, they shall be cancelled and exchanged as provided in this Article IIIII.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Fidelity National Financial, Inc.), Agreement and Plan of Merger (O Charleys Inc)
No Further Ownership Rights in Company Common Stock; Closing of Transfer Books. All shares The Equity Consideration issued upon conversion of Parent a share of Company Common Stock issued upon the surrender for exchange of Shares in accordance with the terms of this Article III and hereof (including any cash paid pursuant to Section 3.1(d2.4(c)) or Section 3.2(c) shall will be deemed to have been issued (or paid) in full satisfaction of all rights pertaining to the Sharessuch shares of Company Common Stock. After the Effective Time, the stock transfer books of the Company shall be closed, and there shall be no further registration of transfers on the stock transfer books of the Surviving Corporation of the Shares which shares of Company Common Stock that were outstanding immediately prior to the Effective Time. If, after the Effective Time, Shares Certificates are presented to the Surviving Corporation or the Exchange Agent for any reason, they shall be cancelled and exchanged as provided in this Article IIIII.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Schlumberger Limited/Nv), Agreement and Plan of Merger (ChampionX Corp)
No Further Ownership Rights in Company Common Stock; Closing of Transfer Books. All shares of Parent Common Stock issued upon the surrender for exchange of Shares in accordance with the terms of this Article III II and any cash paid pursuant to Section 3.1(d2.1(d) or Section 3.2(c) 2.4 shall be deemed to have been issued (or paid) in full satisfaction of all rights pertaining to the Shares previously represented by such Shares. After the Effective Time, the stock transfer books of the Company shall be closed, and there shall be no further registration of transfers on the stock transfer books of the Surviving Corporation of the Shares which were outstanding immediately prior to the Effective Time. If, after the Effective Time, Shares are presented to the Surviving Corporation or the Exchange Agent for any reason, they shall be cancelled and exchanged as provided in this Article IIIII.
Appears in 1 contract
Samples: Agreement and Plan of Merger (KLX Energy Services Holdings, Inc.)
No Further Ownership Rights in Company Common Stock; Closing of Transfer Books. All shares of Parent Common Stock issued upon the surrender for exchange of Shares in accordance with the terms of this Article III II and any cash paid pursuant to Section 3.1(d2.1(c) or Section 3.2(c2.2(c) shall be deemed to have been issued (or paid) in full satisfaction of all rights pertaining to the Shares previously represented by such Shares. After the Effective Time, the stock transfer books of the Company shall be closed, and there shall be no further registration of transfers on the stock transfer books of the Surviving Corporation of the Shares which were outstanding immediately prior to the Effective Time. If, after the Effective Time, Shares are presented to the Surviving Corporation Company or the Exchange Agent Parent for any reason, they shall be cancelled and exchanged as provided in this Article IIIII.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Medianet Group Technologies Inc)
No Further Ownership Rights in Company Common Stock; Closing of Transfer Books. All shares of Parent Common Stock issued upon the surrender for exchange of Shares The Merger Consideration, when paid in accordance with the terms of this Article III and any cash paid pursuant to Section 3.1(d) or Section 3.2(c) II, upon the surrender of the Certificates (or, upon receipt, in the case of the Book-Entry Shares), shall be deemed to have been issued (or paid) paid in full satisfaction of all rights pertaining to the such shares of Company Common Stock previously pertaining to such Certificates (or Book-Entry Shares). After the Effective Time, the stock transfer books of the Company shall be closed, and Time there shall be no further registration of transfers on the stock transfer books of the Surviving Corporation of the Shares which shares of Company Common Stock that were outstanding immediately prior to the Effective Time. If, after the Effective Time, Shares any Certificates formerly representing shares of Company Common Stock are presented to the Surviving Corporation or the Exchange Agent for any reason, they shall be cancelled and exchanged as provided in this Article IIIII.
Appears in 1 contract
